Poor, Unfortunate Soul
by Theatrenerd16
Summary: While Emma is swimming in the ocean, she gets a surprise visit from Ursula. Oneshot. Emma/Ursula


Emma closed her eyes as her body hit the cool salt water. She felt her stress melt away as she kicked away from the shore. The blonde always felt so free when she was swimming in the ocean. She felt like anything was possible.

Her life had changed so dramatically in such a short period of time. Everything was a whirlwind and she no longer knew how to deal with it. In less than a couple of months Emma had found her parents (who were the same age as she was), her son, and... Regina.

Emma gave the water a more vicious kick as the brunette flashed across her mind. Fucking Regina. She was so... So... Frustrating. Their bickering had come to a peak lately and it left her... Wanting.

_What I wouldn't give to shut that woman up, _Emma thought. How she wanted to do this was what made her stomach tighten in desire.

She slowed her swimming and glanced behind her. She wasn't very far from shore but she was far enough where she felt like she was alone. Rolling over onto her back, she floated through the water. Emma's eyes found the slowly setting sun as her thoughts began to wander back to the day before.

Regina and Emma were standing alone in the mayor's office, their faces inches apart as green eyes burned into dark brown. The women were mirror mages of each other with clenched fists and rigid backs.

"You are not taking my son away for the weekend," Regina snarled at the blonde._ Honestly, the audacity of this woman. Coming into my town and trying to take my son and... And looking like that!_ With that thought, the brunette broke her gaze and did a quick once over of the blonde's face. _She is so perfect. What I wouldn't give to run my fingers over her soft skin._

Emma noticed when Regina broke eye contact and gave the brunette a triumphant smirk. _She must be breaking down. I knew she could only say no so many times. "Come_ on, _Madame _Mayor. It's just two nights. It's his spring break. He was so excited when I mentioned the beach!"

Regina's eyes darted back up to Emma's at the sarcastic tone in her voice. Emma now knew she was not only not the mayor of this town but that the town didn't even really exist. Then Emma's final words caught up to her. She stepped closer to the blonde and bared her perfect teeth. "You already 'mentioned' it to him? How dare you go behind my back like that. Henry is _my _son. Not yours! You had no right. Now you have to go clean up your mess and tell him he can't go!"

Emma fought the urge to shove the shorter woman away from her. _Your hands do not need to be anywhere near her body. _The Sheriff's nails dug into her palms as she clenched her fists harder. Never one for a filter, her next words were said before she could stop them.

"You tell him. Just one more disappointment from dear old mom." Emma tried not to flinch when she saw Regina's head rear back as if she had been slapped.

And this is where Emma's imagination took over. In reality the fight continued in the same way for quite some time until Emma finally conceded and begrudgingly told Henry that he wasn't allowed to come with her to the beach. Which is why she was at the beach alone, her pride bruised and still trying her best to hate the one person who kept hurting her. But this fantasy was filled with anything but hate.

Once Regina processed Emma's words, the queen grabbed the blonde's collar and threw her into the large chair behind the desk. Leaning over Emma, her hands resting on either side of the blonde's head, she felt a power that she hadn't felt in a long time. Her full lips pulled back into a mischievous smile as her brown eyes took in Emma's slightly confused look.

"You really shouldn't have said that." Regina's natural low voice sounded even lower to Emma and she licked her suddenly dry lips at the threat. The ex-mayor brought one hand to Emma's face and fulfilled her earlier desire and slowly ran her fingers down her cheek. Her confidence grew when she felt the Sheriff shudder underneath her touch.

Regina looked down into Emma's eyes and saw that they had darkened with unmistakable lust. Not being able to hold back any longer the brunette crashed her lips against Emma's in a bruising kiss. Their moans made the sweetest harmony, Regina's low tones mixing with Emma's higher ones. Regina had meant for this kiss to be a punishment but Emma was meeting her every step of the way. Their tongues dueled for dominance and teeth nipped at bruised lips. Their hands had yet to come into play. Neither woman knew how far they were going to take this. Emma couldn't take it anymore and she grabbed Regina by the waist and pulled her down to straddle her waist. They both groaned at the friction the movement caused on their sensitive bodies but their lips didn't separate from each other.

Emma broke the kiss with a moan and her head fell back against the chair, giving Regina access to her long neck. Unfortunately, without Regina kissing her senseless she was able to think much more clearly. What am I doing? She's evil! Like actual evil. But oh my god, what is she doing with her tongue? A moan escaped her lips as Regina licked a line to her earlobe and began teasing it with the tip of her tongue. Emma reached up to lock her fingers into Regina's soft hair but whether to hold her there or pull her away she wasn't sure.

Regina grabbed Emma's hand and pulled it away from her hair before nibbling back down her neck and pulling the blondes horrendous leather jacket from her shoulders. The queen promised herself she would stop soon. She just wanted to taste a little bit more. She pressed open mouthed kisses down Emma's collarbone and ripped open the top of her button down shirt. The blonde jumped when she felt her buttons give way on her shirt but when she opened her mouth to tell Regina exactly where to shove it she felt a hand cover her mouth.

"Can't you ever just shut up, Miss Swan? You can be so extremely irritating." Regina punctuated her insult with a sharp nip to Emma's neck then pressed her tongue against the darkening mark to soothe it.

Not one to know when to quit, Emma huffed in offense, shaking Regina's hand from her mouth. "Me annoying? Look who's talking, miss..." The blonde broke off with a gasp when she felt Regina's hot mouth enclose one of Emma's bra clad nipples. This time when she grabbed Regina's hair it was definitely not to pull her away. "Regina... I need..."

The fantasy suddenly broke off. The water had started to ripple in an unnatural way around the blonde's still floating body. Trying not to panic she rolled over onto her stomach and used strong arms and legs to start swimming away. _Shark... _Was the only thought running through her mind as she pulled against the water.

She felt something slither against her leg and a scream escaped her heaving chest. Looking towards shore she realized there was absolutely nobody around to save her. What was she thinking coming out to a deserted beach at night? Her progress towards the shore was halted when a tentacle wrapped around her ankle and lifted her from the water. Emma instinctively kicked at the offending limb and it released her.

"Well that was uncalled for, don't you think?" White hair slowly rose from the abyss followed by a very familiar face. Emma was still trying to get her bearings in the now choppy water as she stared at the unmistakable face of Regina Mills. No, it couldn't be.

"Regina?" This was followed by a deep throaty laugh from the creature in front of her. "My dear Child, I'm hurt that you don't recognize me." the woman lifted herself farther out of the water showing Emma the thick tentacles that were slowly churning the water.

The creature's voice flowed through Emma. It screamed sex with its low tone and exotic accent and it was the sexiest thing Emma had ever heard. _Except for Regina's of course. _"Please tell me you're not Ursula." Emma's favorite childhood movie had been The Little Mermaid and although this woman in front of her did not exactly look like the animated version she could obviously see the similarities.

"Ah, you are not quite as ignorant as I thought. Now what are you doing all the way out here in my waters?" A slick black tentactle had begun to run up the length of Emma's body and the blonde did her best not to show her fear. Emma realized she could feel the wet sand underneath her toes. She was getting closer to shore.

Emma sneered at the fairy tale character and sneered, "If my Disney trivia is correct wouldn't these be King Trident's waters? All of the stories end up with you being shishkabobbed with a boat."

Ursula growled and wrapped a tentacle around Emma's waist lifting her once more out of the water and bringing her inches from her face. "You stupid girl, the stories you know are wrong. I rule these waters! Ever since I killed that silly old king with his own trident." Ursula's voice dripped with disdain and the tentacle tightened even more around Emma's body.

"Let go of me, you disgusting squid!" She aimed a punch at the sea queen's face, bracing herself when she felt it connect. Fire flashed through Ursula's eyes but a sadistic smile still graced her red lips.

"Uh uh uh my sweet. There shall be none of that. Don't try to fight me. I will have what I want." Two tentacles wrapped around either of Emma's wrists and pulled her arms out to the side, leaving the blonde's entire body on display.

Ursula moaned in delight. "You know, for a human you're actually quite beautiful. You must have quite a few suitors where you come from." Emma shivered as Ursula slid her fingers over a stiff nipple.

"I do alright." Her thoughts went directly to Regina. The one person she desperately wanted but knew she could never have. Ursula noticed the crestfallen look on the blonde's face and chuckled. "You poor unfortunate soul. That's how it always is with you humans.. Always wanting what you can't have."

Emma's eyes darted up to look into Ursula's, her brown orbs looking so familiar to her. "What do you want from me?" She closed her eyes as Ursula's fingers danced across her lips. She had a feeling she didn't actually want to know the answer to the question. Luckily, Ursula just smiled the way Regina had always smiled at her when she was hiding something. _Which was always. _

Ursula ripped Emma's suit off and settled her over hips where the tentacles grew from her body. The water was right at her waist now and the small choppy waves rocked the women into a tighter embrace. Emma allowed herself to look over Ursula's glowing face. Although the sun had completely set, there was still an eerie glow surrounding the sea queen. It was uncanny how much Ursula looked like Regina. So much in fact that Emma couldn't stop herself from reaching forward and running her fingers over the queen's features.

Ursula grabbed Emma's wrist and pulled it away from her face. She was going to fuck this human to within an inch of her life and she didn't need the blonde to get any romantic ideas in her pretty little head. Ursula wrapped a tentacle around the back of Emma's neck and crashed their lips together. Emma tasted salt as the queen invaded her mouth with her tongue. There was no time to breathe or think. Only to feel. Emma did her best to keep up with the assault on her mouth but Ursula was relentless.

Emma felt cold air sting her legs and realized that Ursula had swam them to shore. Her breath left her body in a huff when Ursula flung her off of her and onto the sand. The blonde had one quick moment to feel self-conscious of the fact that she was lying there naked before Ursula slithered over to her. Four tentacles reached out and held each of Emma's four limbs, spreading them away from her body. Emma was completely exposed to Ursula's dark gaze.

A feeling of panic rushed through Emma as she tried to fight her way out of Ursula's strong hold but she was barely able to move. "Relax my dear. I promise you're going to enjoy this." The queen roughly plucked at Emma's nipples and relished in the moan that was released. A fifth and thinner tentacle slid between Emma's legs and brushed against the wetness that had gathered there. "Hmm, I see you already are."

_What am I doing? Get out of here! Fight your way out! _Emma screamed over and over in her head but the way she was feeling so much at once had her dizzy with arousal. She was being touched everywhere. By hands, by tentacles, by... _Oh God, that mouth.. _Ursula had leaned over to press her lips against Emma's neck in hot open mouthed kisses. _What I wouldn't give to have Regina touch me this way. _At the thought of Regina, she arched her back into Ursula's hands which were kneading her breasts. "Please..."

"Please what, my sweet?" Ursula slid her tentacle once more through Emma's folds also enjoying the way it felt against her. The ends of her tentacles were extremely sensitive but this was for the girl's pleasure, not her own. She dipped the end inside of Emma before quickly pulling out, teasing them both. Emma whimpered at the intrusion but wanted it back. "Please... Just... Fuck me."

Ursula grinned with satisfaction at Emma's words. It wasn't hard to make the girl beg at all. What else could she make her do? She slammed the tentacle back inside of Emma as far as it would go. Emma screamed as she was being stretched to within an inch of breaking. Another thinner tentacle slid slowly up Emma's body and lightly traced the blonde's lips begging for entrance. _Might as well enjoy myself a little, _Ursula thought. Unsure, Emma parted her lips slightly but not enough.

The queen grabbed Emma's jaw with her hand and pried it open to make room for the searching tentacle. It slid inside Emma's hot mouth and Ursula ordered, "Suck on me." Immediately Emma pursed her lips and sucked on the tip of the tentacle, sliding her tongue against the small suctions on the bottom. It felt very odd inside her mouth but when she heard the queen moan somewhere near her chest she doubled her efforts.

Emma had never been more turned on in her life. She was not used to feeling so helpless and it thrilled her. She sucked on Ursula with more vigor and moaned when she heard the witch's reaction. Emma's pussy had never been so stretched out and it made her eyes roll back into her head with every twist. Ursula moved down to the blonde's lower body and watched with delight as her tentacle moved in and out of Emma.

Ursula pulled her tentacle all the way out of Emma and smirked when the blonde whimpered at the loss of contact. The moan reverberated through the tentacle that was currently being expertly sucked on by the girl, cause the queen to stifle a groan. Ursula could see the wetness dripping out of her and she couldn't resist the urge to taste it. Leaning in, she licked a slow path up the Sheriff's swollen lips and savored the taste and scent of her. Wanting more, Ursula pushed her tongue inside of Emma and brushed it against her sensitive walls.

Emma's knees tightened around Ursula's head and tried to bring her hands to tangle into the queen's white hair, forgetting they were still bound by tentacles. Groaning in frustration, she began to rock her hips against Ursula's mouth trying to get as much friction as possible. Her clit brushed against Ursula's nose over and over and she felt herself getting closer to the edge. When she realized what emma was doing, Ursula pulled away from her and dug her nails into the blonde's leg in warning.

"You come when I tell you to," Ursula growled before dipping her head down once more to take Emma's clit inside her mouth. She sucked furiously on the little nub feeling Emma begin to shake beneath her ministrations. Pushing her tentacle back inside Emma, she ordered, "Cum for me." The sea witch groaned in delight when she felt Emma squeeze around her as she reached her orgasm, moaning around the tentacle that was still buried in her mouth. Ursula thought she heard the blonde mutter the name "Regina" as she arched her back and exploded but she couldnt be sure. Emma's muscles tightened and cramped as her body fought against her restraints. Ursula felt her insides clench as she came along with the blonde, then slowly pulled her tentacles out of Emma's mouth and pussy.

Ursula felt herself go limp as she rode out the aftershocks of her orgasm and unwrapped her tentacles from around Emma limbs. She allowed her eyes to roam over the red marks that now graced Emma's ankles and wrists. The blonde hadn't moved from her back as she did her best to recover from one of the most intense orgasms of her life. She wouldn't look at the queen, feeling slightly embarrassed about her loss of control. She heard Ursula slide her own body back into the water and without a final goodbye swam out into the darkness.

If Emma had opened her eyes she would have seen the witch disappear in a puff of purple smoke. Ursula reappeared before a mirror in her room. She stared at her flushed cheeks and plump lips before closing her eyes and waving her fingers in front of her face. When her eyes reopened she was met by her own familiar reflection. Dark brown eyes, soft brown hair and tan skin. She brought her fingers to the lips which had just been kissing a mouth she had been dreaming about for months. Regina hated that she had to go to such measures to get what she wanted but she didn't know any other way.


End file.
